金逸影视: 对外担保管理制度修正案

Core Viewpoint - The company is revising its external guarantee management system to strictly control debt risks associated with external guarantees, ensuring the protection of the company, shareholders, and other stakeholders' legal rights [1][2]. Summary by Sections Revision Overview - The revision of the external guarantee management system is based on various laws and regulations, including the Company Law, Securities Law, and relevant guidelines from the Shenzhen Stock Exchange [1][2]. Definitions and Scope - The term "external guarantee" refers to the total amount of guarantees provided by the listed company and its controlling subsidiaries [3]. - The management system aims to ensure compliance with legal requirements and to prioritize the control of debt risks [4]. Guarantee Requirements - The company must require counterparties to provide counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to bear the obligations [4][6]. - Independent directors and financial advisors are required to express independent opinions on guarantee matters during board meetings [4]. Approval Process - The board must approve guarantee matters with a two-thirds majority of attending directors, and certain guarantees must also be submitted for shareholder approval [4][5]. - Specific thresholds for guarantees requiring shareholder approval include guarantees exceeding 50% of the latest audited net assets or total assets [4]. Documentation and Compliance - Guarantee applications must be submitted at least fifteen working days in advance, including detailed information about the guarantor and the main debt [6]. - Written contracts for guarantees must comply with legal standards, and significant contracts should be reviewed by legal advisors [6][7]. Additional Changes - The revision includes changes in terminology, such as replacing "shareholders' meeting" with "shareholders' assembly" and standardizing the use of "or" [7].